Back to GetFilings.com



FORM 10 - Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

Commission file number 1-9444

 

CEDAR FAIR, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of

incorporation or organization)

34-1560655

(I.R.S. Employer

Identification No.)

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices)

(zip code)

(419) 626-0830

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No .

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X No .

Title of Class

Depositary Units

(Representing Limited Partner Interests)

Units Outstanding As Of

November 1, 2003

50,630,600

 

 

CEDAR FAIR, L.P.

INDEX

FORM 10 - Q

 

 

 

Part I - Financial Information

   
         

Item 1.

 

Financial Statements

 

3-8

         

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

9-11

         

Item 4.

 

Controls and Procedures

 

11

         

Part II - Other Information

   
         

Item 6.

 

Exhibits and Reports on Form 8-K

 

12

         

Signatures

     

13

         

Index to Exhibits

     

14

 

PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

(Audited)

9/28/03

12/31/02

ASSETS

Current Assets:

Cash

$ 6,121

$ 2,171

Receivables

19,101

6,623

Inventories

16,629

13,895

Prepaids

2,748

6,548

44,599

29,237

Property and Equipment:

Land

150,143

149,380

Land improvements

131,719

127,919

Buildings

256,957

254,512

Rides and equipment

558,695

522,234

Construction in progress

4,269

21,811

1,101,783

1,075,856

Less accumulated depreciation

(326,677)

(294,354)

775,106

781,502

Intangibles, net of amortization

11,090

11,518

$ 830,795

$ 22,257

LIABILITIES AND PARTNERS' EQUITY

Current Liabilities:

Current maturities of long-term debt

$ 20,000

$ 10,000

Accounts payable

28,163

28,045

Distribution payable to partners

22,300

21,252

Accrued interest

1,878

5,953

Accrued taxes

14,398

16,893

Accrued salaries, wages and benefits

17,551

11,457

Self-insurance reserves

10,777

11,250

Other accrued liabilities

2,257

1,488

117,324

106,338

Accrued Taxes

42,520

32,615

Other Liabilities

11,899

12,834

Long-Term Debt:

Revolving credit loans

108,650

135,150

Term debt

210,000

230,000

318,650

365,150

Partners' Equity:

Special L.P. interests

5,290

5,290

General partner

99

70

Limited partners, 50,631 and 50,549 units outstanding at

September 28, 2003 and December 31, 2002, respectively

317,789

285,675

Limited partnership unit options

17,224

14,875

Accumulated other comprehensive loss

-

(590)

340,402

305,320

$ 830,795

$ 822,257

The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets.

CEDAR FAIR, L.P.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per unit amounts)

Three months ended

Nine months ended

Twelve months ended

9/28/03

9/29/02

9/28/03

9/29/02

9/28/03

9/29/02

Net revenues:

Admissions

$148,705

$141,173

$227,382

$221,728

$257,797

$246,896

Food, merchandise and games

104,760

104,256

175,722

177,499

199,267

198,262

Accommodations and other

28,747

28,084

45,822

45,791

49,695

47,879

282,212

273,513

448,926

445,018

506,759

493,037

Costs and expenses:

Cost of products sold

26,359

25,910

45,223

45,877

52,335

52,390

Operating expenses

80,660

82,296

177,220

178,183

215,565

216,486

Selling, general and adminstrative

27,850

26,297

54,174

53,108

64,297

60,364

Depreciation and amortization

20,091

18,596

38,752

36,412

44,022

41,492

Non-cash unit option expense

1,282

1,675

4,360

2,994

5,395

12,031

Provision for loss on retirement

of assets

-

-

-

3,200

-

3,200

156,242

154,774

319,729

319,774

381,614

385,963

Operating income

125,970

118,739

129,197

125,244

125,145

107,074

Interest expense

6,056

6,417

18,415

18,939

24,443

24,586

Other (income) expense

(1,163)

3,465

(1,447)

6,835

(633)

6,835

Income before taxes

121,077

108,857

112,229

99,470

101,335

75,653

Provision for taxes

9,650

9,149

15,644

14,980

17,823

16,697

Net income

111,427

99,708

96,585

84,490

83,512

58,956

Net income allocated to

general partner

111

100

97

84

84

59

Net income allocated to

limited partners

$111,316

$ 99,608

$ 96,488

$ 84,406

$ 83,428

$ 58,897

Basic earnings per limited partner unit:

Weighted average limited partner

units outstanding

50,630

50,514

50,604

50,514

50,590

50,514

Net income per limited

partner unit

$ 2.20

$ 1.97

$ 1.91

$ 1.67

$ 1.65

$ 1.17

Diluted earnings per limited partner unit:

Weighted average limited partner

units outstanding

51,429

51,224

51,223

51,251

51,242

51,191

Net income per limited

partner unit

$ 2.16

$ 1.94

$ 1.88

$ 1.65

$ 1.63

$ 1.15

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

 

 

CEDAR FAIR, L.P.

UNAUDITED CONSOLIDATED STATEMENT OF PARTNERS' EQUITY

(In thousands, except per unit amounts)

Three months ended

9/28/03

SPECIAL L.P. INTERESTS

$ 5,290

GENERAL PARTNER'S EQUITY

Beginning balance, June 29, 2003

10

Net income

111

Partnership distributions declared

(22)

99

LIMITED PARTNERS' EQUITY

Beginning balance, June 29, 2003

228,725

Net income

111,316

Partnership distributions declared

($0.44 per limited partnership unit)

(22,278)

Limited partnership units issued upon option exercise

26

317,789

L.P. UNIT OPTIONS

Beginning balance, June 29, 2003

15,944

Change in recognized value of limited partnership unit options

1,282

Limited partnership unit options exercised

(2)

17,224

Total Partners' Equity

$ 340,402

The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.

 

CEDAR FAIR, L.P.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Three months ended

Nine months ended

Twelve months ended

9/28/03

9/29/02

9/28/03

9/29/02

9/28/03

9/29/02

CASH FLOWS FROM (FOR) OPERATING

ACTIVITIES

Net income

$ 111,427

$ 99,708

$ 96,585

$ 84,490

$ 83,512

$ 58,956

Adjustments to reconcile net income to net

cash from operating activities

Depreciation and amortization

20,091

18,596

38,752

36,412

44,022

41,492

Non-cash unit option expense

1,282

1,675

4,360

2,994

5,395

12,031

Provision for loss on retirement of assets

-

-

-

3,200

-

3,200

Other non-cash (income) expense

(1,163)

3,465

(1,447)

6,835

(633)

6,835

Change in assets and liabilities:

(Increase) decrease in inventories

7,604

6,949

(2,734)

(1,608)

(905)

371

(Increase) decrease in current and other assets

2,703

3,083

(8,577)

(12,738)

2,201

344

Increase (decrease) in accounts payable

(16,971)

(15,154)

118

11,194

(4,237)

2,676

Increase in accrued taxes

4,086

4,947

7,410

9,211

8,664

9,797

Increase (decrease) in self-insurance reserves

398

(433)

(473)

(547)

(176)

(1,039)

Increase (decrease) in other current liabilities

(2,443)

(2,053)

2,788

4,244

(452)

(1,551)

Increase in other liabilities

1,317

210

1,102

596

2,678

198

Net cash from operating activities

128,331

120,993

137,884

144,283

140,069

133,310

CASH FLOWS FROM (FOR) INVESTING

ACTIVITIES

Capital expenditures

(6,001)

(12,615)

(32,029)

(44,309)

(42,998)

(50,452)

Net cash (for) investing activities

(6,001)

(12,615)

(32,029)

(44,309)

(42,998)

(50,452)

CASH FLOWS FROM (FOR) FINANCING

ACTIVITIES

Net borrowings (payments) on revolving credit loans

(95,650)

(86,400)

(26,500)

(124,650)

300

(90,600)

Term debt borrowings (payments)

(10,000)

(10,000)

(10,000)

90,000

(10,000)

90,000

Distributions paid to partners

(22,300)

(20,731)

(65,840)

(62,196)

(87,093)

(82,928)

Exercise of limited partnership unit options

24

-

435

-

435

-

Net cash (for) financing activities

(127,926)

(117,131)

(101,905)

(96,846)

(96,358)

(83,528)

CASH

Net increase (decrease) for the period

(5,596)

(8,753)

3,950

3,128

713

(670)

Balance, beginning of period

11,717

14,161

2,171

2,280

5,408

6,078

Balance, end of period

$ 6,121

$ 5,408

$ 6,121

$ 5,408

$ 6,121

$ 5,408

SUPPLEMENTAL INFORMATION

Cash payments for interest expense

$ 10,335

$ 9,864

$ 22,490

$ 21,375

$ 24,527

$ 24,404

Interest capitalized

43

57

534

570

1,341

670

Cash payments for income taxes

3,685

4,071

4,790

5,448

6,888

7,452

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

 

CEDAR FAIR, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED SEPTEMBER 28, 2003 AND SEPTEMBER 29, 2002

 

The accompanying consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.

Due to the highly seasonal nature of the Partnership's amusement and water park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding twelve month periods ended September 28, 2003 and September 29, 2002 to accompany the three and nine month results. Because amounts for the twelve months ended September 28, 2003 include actual 2002 fourth quarter operating results, they may not be indicative of 2003 full calendar year operations.

 

(1) Significant Accounting and Reporting Policies:

The Partnership's consolidated financial statements for the periods ended September 28, 2003 and September 29, 2002 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2002, which were included in the Form 10-K filed on March 28, 2003. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.

 

(2) Interim Reporting:

The Partnership owns and operates six amusement parks: Cedar Point in Sandusky, Ohio; Knott's Berry Farm located near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom near Allentown, Pennsylvania; Valleyfair in Shakopee, Minnesota; Worlds of Fun in Kansas City, Missouri; and Michigan's Adventure near Muskegon, Michigan. The Partnership also owns and operates five seasonal water parks, which are located near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun. The Partnership also operates Camp Snoopy at the Mall of America in Bloomington, Minnesota under a management contract. Virtually all of the Partnership's revenues from its five seasonal amusement parks, as well as its five water parks, are realized during a 130-day operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Knott's Berry Farm is open year-roun d but operates at its highest level of attendance during the third quarter of the year as well.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following reporting procedures for its seasonal parks: (a) revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket and are adjusted at the end of each seasonal period, (b) depreciation, advertising and certain seasonal operating costs are expensed during each park's operating season, including certain costs incurred prior to the season which are amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year.

 

(3) Unit Options:

As of January 1, 2003, the Partnership began accounting for unit options under the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." Under the modified prospective method of adoption selected by the Partnership under SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," compensation cost recognized in 2003 is the same as that which would have been recognized had the recognition provisions of SFAS No. 123 been applied from its original effective date. Results for prior years have not been restated. Prior to 2003, the Partnership accounted for all unit-based compensation awards, including unit options, using the

intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. In the quarter ended September 28, 2003, the Partnership recognized a non-cash charge of $1.3 million under SFAS No. 123, compared to a $1.7 million charge recognized under APB Opinion No. 25 in the same period a year ago.

Had compensation expense for unit options been determined from inception using the provisions of SFAS No. 123, the effect on the Partnership's net income and earnings per unit would have been as follows:

Three months

Nine months

ended

ended

Twelve months ended

9/29/02

9/29/02

9/28/03

9/29/02

(In thousands, except per unit amounts)

Net income, as reported

$ 99,708

$ 84,490

$ 83,512

$ 58,956

Plus:

Total unit-based compensation

expense included in reported net

income

1,675

2,994

5,395

12,031

Less:

Total unit-based compensation

expense determined under fair

value-based method for all awards

(2,053)

(4,916)

(5,680)

(6,326)

Pro forma net income

$ 99,330

$ 82,568

$ 83,227

$ 64,661

Net income per limited partner unit:

Basic - as reported

$ 1.97

$ 1.67

$ 1.65

$ 1.17

Basic - pro forma

$ 1.96

$ 1.63

$ 1.64

$ 1.28

Diluted - as reported

$ 1.94

$ 1.65

$ 1.63

$ 1.15

Diluted - pro forma

$ 1.95

$ 1.62

$ 1.63

$ 1.27

 

(4) Contingencies:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, these matters will not have a material effect in the aggregate on the Partnership's financial statements.

(5) Earnings per Unit:

Net income per limited partner unit is calculated based on the following unit amounts:

 

Three months ended

 

Nine months ended

 

Twelve months ended

 

9/28/03

 

9/29/02

 

9/28/03

 

9/29/02

 

9/28/03

 

9/29/02

 

(In thousands except per unit amounts)

                       

Basic weighted average units outstanding

50,630

 

50,514

 

50,604

 

50,514

 

50,590

 

50,514

Effect of dilutive units:

                     

Unit options

799

 

710

 

619

 

737

 

652

 

677

                       

Diluted weighted average units outstanding

51,429

 

51,224

 

51,223

 

51,251

 

51,242

 

51,191

                       

Net income per unit - basic

$ 2.20

 

$ 1.97

 

$ 1.91

 

$ 1.67

 

$ 1.65

 

$ 1.17

                       

Net income per unit - diluted

$ 2.16

 

$ 1.94

 

$ 1.88

 

$ 1.65

 

$ 1.63

 

$ 1.15

                       

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Results of Operations:

Third Quarter -

In the third quarter, weather conditions improved and results at most of the Partnership's parks strengthened from early-season softness. For the period, consolidated net revenues increased 3% to $282.2 million from $273.5 million in 2002, on a 1% increase in combined attendance, a 2% increase in average in-park guest per capita spending, and a 2% increase in out-of-park revenues, including resort hotels.

Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter increased less than 1% to $134.9 million from $134.5 million in 2002. After depreciation and a $1.3 million non-cash charge for unit options, operating income for the period increased 6% to $126.0 million from $118.7 million a year ago.

In 2000 and 2001, the Partnership entered into several interest rate swap agreements as a means of converting a portion of its variable-rate debt into fixed-rate debt at favorable rates. In 2002, the Partnership recorded $7.6 million of non-cash charges in other expense related to the change in fair value of two of its swap option agreements that could not be designated as effective hedges under the applicable accounting rules. In the current quarter, the Partnership recognized a non-cash credit of $1.2 million for the change in fair value of the swap agreements during the period, compared with an expense of $3.5 million in the same period a year ago. The remaining balance of the original non-cash charges (totaling $6.2 million at the end of the third quarter) will reverse into income over the next six quarters as the swaps continue to serve the purpose of leveling cash interest costs through their maturity in the first quarter of 2005.

After the non-cash credit, and interest expense and provision for taxes, both of which were comparable between years, the Partnership's net income for the quarter increased $11.7 million to $111.4 million, or $2.16 per diluted limited partner unit, from $99.7 million, or $1.94 per unit, in 2002.

 

Nine Months Ended September 28, 2003 -

In spite of less than ideal weather throughout much of the first half of the year at the Partnership's seasonal parks, consolidated net revenues for the nine months ended September 28, 2003, increased 1% to $448.9 million from $445.0 million for the nine-month period ended September 29, 2002. This increase was the result of a 3% increase in average in-park guest per capita spending and a 1% increase in out-of-park revenues, including resort hotels. These gains were offset somewhat by a 2% decrease in combined attendance at the Partnership's eleven parks, caused largely by the poor early-season weather.

Through the first nine months of the year, the Partnership's operating costs and expenses, before depreciation and other non-cash charges, decreased to $276.6 million from $277.2 million last year, due to a strong emphasis on expense controls at each of the parks. After depreciation and a $4.4 million non-cash charge for unit option expense, operating costs and expenses totaled $319.7 million for the period, compared to $319.8 million in 2002. Included in last year's operating costs and expenses were a $3.0 million non-cash charge for unit options and a $3.2 million provision for estimated losses on the retirement of certain fixed assets removed from service at the Partnership's parks.

The Partnership recognized a non-cash credit of $1.4 million for the change in fair value of its swap agreements during the nine-month period, compared with an expense of $6.8 million in the same period a year ago. After this non-cash credit, and after interest expense and provision for taxes, both of which were comparable between years, the Partnership's net income for the first nine months of the year increased $12.1 million to $96.6 million, or $1.88 per diluted limited partner unit, from $84.5 million, or $1.65 per unit, for the same period a year ago.

 

Twelve Months Ended September 28, 2003 -

For the twelve months ended September 28, 2003, which included actual 2002 fourth quarter operating results, net revenues increased 3% to $506.8 million from $493.0 million for the twelve months ended September 29, 2002, which included actual 2001 fourth quarter operating results. Over this same period, the Partnership's operating costs and expenses, before depreciation and other non-cash charges, increased only slightly to $332.2 million from $329.2 million. After depreciation and all other non-cash and non-recurring charges, operating income for the period increased 17% to $125.1 million from $107.1 million, and net income increased to $83.5 million, or $1.63 per diluted unit, from $59.0 million, or $1.15 per unit, a year ago.

 

October 2003 -

In October, weather was favorable at most of the Partnership's parks, and its Halloween promotions continued to grow in popularity. For the month, combined attendance increased 9% over last year, and average in-park guest per capita spending was up 2%. Through the first ten months of the year, combined attendance at the Partnership's eleven properties was down only 1% from 2002 and average in-park guest per capita spending was up 3%. Over the same period, out-of-park revenues were up slightly between years.

 

Adjusted EBITDA -

Management believes that a very meaningful measure of the Partnership's operating results and its ability to generate free cash flow for distributions to unitholders is adjusted EBITDA, which represents earnings before interest, taxes, depreciation, and non-cash and non-recurring items. For the third quarter, adjusted EBITDA increased $8.3 million, or 6%, to $147.3 million, due primarily to increases in attendance and in-park guest per capita spending, as well as each park's ability to control its operating costs in the period. Through the first nine months of the year, adjusted EBITDA increased $4.5 million, or 3%, to $172.3 million.

Adjusted EBITDA is provided here as a supplemental measure of the Partnership's operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, adjusted EBITDA may not be comparable to similarly titled measures of other companies. The table below sets forth a reconciliation of net income to adjusted EBITDA for the three and nine-month periods ended September 28, 2003 and September 29, 2002.

   

Three months ended

 

Nine months ended

   

9/28/03

 

9/29/02

 

9/28/03

 

9/29/02

   

(In thousands)

                 

Net income

 

$ 111,427

 

$ 99,708

 

$ 96,585

 

$ 84,490

Provision for taxes

 

9,650

 

9,149

 

15,644

 

14,980

Other (income) expense

 

(1,163)

 

3,465

 

(1,447)

 

6,835

Interest expense

 

6,056

 

6,417

 

18,415

 

18,939

Provision for loss on retirement of assets

 

-

 

-

 

-

 

3,200

Non-cash unit option expense

 

1,282

 

1,675

 

4,360

 

2,994

Depreciation and amortization

 

20,091

 

18,596

 

38,752

 

36,412

Adjusted EBITDA

 

$ 147,343

 

$ 139,010

 

$ 172,309

 

$ 167,850

 

Financial Condition and Liquidity:

The Partnership ended the third quarter of 2003 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio of 2.6 at September 28, 2003 is the result of the Partnership's highly seasonal business and careful management of cash flow to reduce borrowings. Receivables and inventories are at normal seasonal levels and credit facilities are in place to fund current liabilities, planned capital expenditures and regular quarterly cash distributions. The Partnership has no significant off-balance sheet financing arrangements.

At the end of the third quarter, the Partnership had $230 million of fixed-rate term debt, as well as a $275 million revolving credit facility, which is available through November 2004. Borrowings under the revolving credit facility totaled $108.7 million as of September 28, 2003, of which $100 million has been converted to fixed-rate obligations through the first quarter of 2005 by use of interest rate swap agreements.

In October 2003, the Partnership arranged a private placement of $100 million of new term debt, with an average maturity of 11 years and an average fixed interest rate of 5.38%, which is expected to close and fund late in the fourth quarter. Interest rate swaps were entered into at the same time to establish variable interest rates on these borrowings at more favorable rates than are available under the Partnership's bank revolving credit facility. The proceeds of the new term debt will be used to reduce revolving credit borrowings, and the revolving credit facility has been reduced to $180 million as a result.

 

Key Accounting Policies:

Buildings, rides and equipment are depreciated over their estimated useful lives on a straight-line basis over each park's operating season. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized.

Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These reserves are periodically reviewed and adjusted to assure their adequacy.

Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket, and are adjusted at the end of each seasonal period.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls -

The Partnership maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report. As of September 28, 2003, the Partnership has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under supervision of management, including the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Partnership's periodic Securities and Exchange Commission filings. No significant changes were made to the Partnership's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation.

 

PART II - OTHER INFORMATION

 

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit (31.1) Certification of Principal Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit (31.2) Certification of Principal Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit (32.1) Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K: none

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CEDAR FAIR, L.P.

(Registrant)

By Cedar Fair Management Company

General Partner

 

 

Date: November 10, 2003

/s/ Bruce A. Jackson

 

Bruce A. Jackson

 

Corporate Vice President - Finance

 

(Chief Financial Officer)

   
   
 

/s/ Charles M. Paul

 

Charles M. Paul

 

Vice President and Corporate Controller

 

(Chief Accounting Officer)

 

 

 

 

INDEX TO EXHIBITS

 

 

     

Page Number

       

Exhibit (31.1)

Certification of Principal Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

15

       

Exhibit (31.2)

Certification of Principal Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

16

       

Exhibit (32.1)

Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

17